20 Questions Directors Should Ask About Governance Committees

8/18/2019 20 Questions Directors Should Ask About Governance Committees

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20 QuestionsDirectors Should Ask AboutGovernance Committees

David Anderson, MBA, PhD, ICD.D


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This publication was originally published by The Canadian Institute of Chartered Accountants

in 2010. It has been reissued by Chartered Professional Accountants of Canada.

20 QuestionsDirectors Should Ask AboutGovernance CommitteesDavid Anderson, MBA, PhD, ICD.D


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Copyright © 2010

The Canadian Institute of Chartered Accountants277 Wellington Street West

Toronto, ON M5V 3H2

All rights reserved. This publication is protected by copyright and writtenpermission is required to reproduce, store in a retrieval system or transmit in

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For information regarding permission, please contact [email protected]

Printed in Canada

Disponible en français

Library and Archives Canada Cataloguing in Publication

Anderson, David Wayne

20 questions directors should ask about governance committees /David Anderson.

(20 questions)Issued also in French.ISBN 978-1-55385-498-2

1. Corporate governance—Miscellanea. 2. Committees—Miscellanea.

3. Boards of directors—Miscellanea. I. Canadian Institute of CharteredAccountants II. Title. III. Title: Twenty questions directors should ask about

governance committees. IV. Series: 20 questions (Canadian Institute of

Chartered Accountants)

HD2745.A54 2010 658.4’22 C2010-902887-2


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20 Questions Directors Should Ask about Governance Committees

Table of Contents

PREFACE

INTRODUCTION

PART A: UNDERSTANDINGTHE ROLE AND VALUE OF THEGOVERNANCE COMMITTEE

1. What are the governance committee’s

responsibilities and what value does it bring tothe board?

2. How can the governance committee helpthe board enhance its relationship withmanagement?

3. What is the role of our governance

committee?

PART B: BUILDING AN EFFECTIVEGOVERNANCE COMMITTEE

4. What skill sets does the governance

committee require?

5. Who should sit on the governance committee?

6. Who should chair the governance committee?

PART C: COMPOSING THE BOARD

7. What is the governance committee’s role inbuilding an effective board?

8. How can the governance committee assess

potential directors?

9. How long should directors serve on the boardor a committee?

10. How can the governance committee assistdirectors in retiring from the board?

PART D: ENHANCING THE BOARD’SPERFORMANCE EFFECTIVENESS

11. How can the governance committee assist indirector development?

12. How can the governance committee help the

board chair sharpen the board’s performancefocus?

13. What is the governance committee’s role in

board evaluation and feedback?

14. What should the governance committee do if

a director is not performing or not interactingeffectively with other directors?

15. Should the governance committee have a role

in chair succession?

16. How can the governance committee helpthe board keep its mandates, policies and

practices up-to-date?

PART E: EMERGING ROLES OFGOVERNANCE COMMITTEES

17. How can the governance committee enhance

the board’s relationship with institutional

shareholders and other stakeholders?18. What is the governance committee’s role in

CEO succession?

19. What role can the governance committee playin preparing for a crisis?

20. How can the governance committee help the

board in deciding directors’ pay?

CONCLUSION

WHERE TO FIND MORE

INFORMATION


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philosophy and related practices to help ensurea governance committee’s effectiveness — and to

assist directors in deciding how their governancecommittees can best aid their boards in preparing

for and responding to new challenges.

To help directors better appreciate the gover-nance committee’s role, the questions in this

publication are grouped and presented in a

sequence:

• Understanding the role and potential value

of the governance committee

• Building an effective governance committee

• Composing the board and creating conditions

for its success

• Enhancing the board’s performance

effectiveness• Emerging roles to help boards create long

term value

Readers should consider the governance prac-tices and concepts discussed in this publication

in the context of their own board and organiza-tion. No set of practices will be appropriate for

all boards; each must decide for itself how bestto address the circumstances facing it, keeping

in mind its organization’s purpose, objectives and

current strategies as well as the role set out forthe board in the organization.

Directors should decide the most appropriate

place for those responsibilities — with the gov-ernance committee, another committee of the

board, or with the full board. In some instances,

additional discussion is provided in recognitionof the unique circumstances of certain organiza-

tions, such as crown corporations or entities witha controlling shareholder.

While this publication discusses governance

concepts and practices in the context of thegovernance committee, the most important

consideration for readers should be determining

ways their board can bring the greatest value toits governance role. The ideas presented in this

publication are not prescriptive. Instead, they areintended to inspire governance committees and

their boards to consider a full spectrum of value-enhancing roles, adopt those that are appropri-

ate, and build on them when possible.

Introduction

As a board, do we have the right directors, withthe right experience, knowledge and motivation

to help us deliver value to the organization? Are

we able to effectively set strategic direction withmanagement and oversee and evaluate manage-

ment’s execution of strategic plans? Are weconfident that we have delegated responsibilities

effectively across committees? Are we effectivein overseeing risk mitigation and staying on top

of emerging risks? Do we receive useful feedback

through regular evaluations that help us enhancethe value we provide? Are we developing candi-

dates to take leadership positions on our board?Do we have an effective and productive relation-

ship with management? How well do we under-

stand stakeholder expectations and is our boardproactively engaging with stakeholders in a way

that is both productive and mutually beneficial?

These are just some of the challenging issues thattoday’s governance committees are helping their

boards to address.

Governance committees have evolved consider-ably over the past two decades. Initially, as

nominating committees, their role was to ensure

that the board nominated directors with theappropriate skills and abilities to enable the board

to carry out its responsibilities. In the early 2000s

when legislators and regulators introduced aseries of new regulations, the committee, oftenrenamed the governance and nominating commit-

tee, was given an expanded role that also included

overseeing the board’s and company’s compliancewith the many new and changing rules.

Today, many governance committees, as they are

now known, are taking on additional responsibili-ties for anticipating critical emerging issues and

challenges affecting their boards and organiza-

tions. A growing number of boards also delegateto their governance committee the tasks of fine-

tuning the board’s own make-up, structures and

operations — functions that affect the board’sability to deliver value to the enterprise.

This publication discusses a variety of conceptsand practices relevant to governance commit-

tees. Some have been widely adopted, while

others are examples of the way that a few boardshave chosen to respond to the opportunities

and challenges facing them. On the whole, thepublication focuses less on how governance

committees operate, and instead lays out a


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Part A: Understandingthe role and value of the

governance committee

The governance committee is unique among the

board’s committees. While most committeesaddress a single aspect of the board’s mandate,

the governance committee focuses holisticallyon the entire board. On many boards, the

governance committee functions as a centre

for self-reflection to build and enhance theboard’s effectiveness.

1. What are the governance committee’s

responsibilities and what value does it

bring to the board?

When legislators and regulators began introduc-ing a range of new rules in the early 2000s, the

role of the traditional nominating committee was

expanded. Often renamed the governance com-mittee, this committee also became responsible

for overseeing the board’s and organization’scompliance with the many new and changing laws

and regulations. Today, this range of responsibili-ties may include:

• developing and recommending to the board

the organization’s approach to governanceissues, including a set of corporate gover-

nance principles and policies with respect

to board membership, operations andprocesses;

• recommending policies and procedures topromote a culture of integrity throughout the

organization, including reviewing compliance

with the codes of conduct of the board andthe organization (or ensuring that the respon-

sibility for such a review is delegated to andcarried out effectively by another committee

or the board as a whole);

• overseeing the board’s relationship with

management, including recommendingprocedures to allow the board to function

independently of management;

• reviewing policies regarding director indem-

nification and protection, including directorand officer insurance;

• helping ensure the board’s and organization’scompliance with all applicable listing require-

ments, government legislation and otherregulations;

• reviewing and recommending approval of the

disclosure of corporate governance practices;

• considering ways to address increasing

stakeholder interest in the affairs of the

organization; and

• helping to establish parameters for director

compensation.

While the mandates of governance committeesnow include oversight of the board’s governance

practices, these committees still retain their origi-

nal responsibility for identifying and recommend-ing nominees to the board. In recent years, this

role has also expanded. Now, many governancecommittees act as a performance catalyst to

their boards — recommending practices that willimprove the board’s effectiveness, which include:

• considering and making recommendations to

the board concerning its competencies andskills and the structure and mandate of the

board and its committees;

• reviewing the aggregate skills and competen-cies of the board and identifying and recom-

mending nominees to the board who will fill

skill gaps and enhance those competencies;

• overseeing an orientation program for new

members of the board and a continuingeducation program for all members of the

board; and

• establishing procedures to evaluate theperformance of the board, its committees

and each of its members and overseeing

the evaluation process.

2. How can the governance committee help

the board enhance its relationship with

management?

Boards of directors and senior management have

complementary leadership roles in the organiza-tion and both are more effective and successful

when there is a collegial and productive workingrelationship between them. The governance

committee’s role in helping the board and board

chair build and maintain such a relationship withmanagement includes helping to ensure that


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effective processes and tools are put in place(and if necessary, delegated to the appropriate

committee) for:

•

setting objectives with the CEO and evaluat-ing the CEO’s performance against those

objectives;

• developing oversight guidelines to clarify

the delegation of powers to the CEO and

clearly prescribe the scope of management’sresponsibilities;

• supporting the board chair in developing andmaintaining a strong working relationship

with the CEO;

• ensuring that management provides theboard with the information it needs, at the

appropriate level of detail, in the format the

board requires and in a timely fashion;• encouraging an alignment of purpose, vision

and strategy among shareholders, directorsand management; and

• establishing an ethical tone at the top,

including ensuring that a code of conductis developed and embraced by the board,

management and the organization.

Governance committees also have the responsi-

bility for helping the board to operate indepen-dently of management, in part through:

• establishing policy consistent with regulation

regarding the membership of independentdirectors on various committees;

• ensuring the board has access to appropriateoutside advisors;

• implementing meetings of the independent

directors without management present (i.e.,

in camera meetings); and

• managing the director nomination process.

3. What is the role of our governance

committee?

Some jurisdictions outline specific responsibilitiesfor the governance committee. The New YorkStock Exchange, for example, requires listed

companies to have a nominating/corporate gover-nance committee composed entirely of indepen-

dent directors. The tasks the NYSE mandates for

this committee are ones that enable it to enhancethe board’s effectiveness. They are to:

• identify individuals qualified to become

board members, consistent with the criteriaapproved by the board, and to select, or to

recommend that the board select, the direc-tor nominees for the next annual meeting of

shareholders;

• develop and recommend to the board a set ofcorporate governance guidelines applicable

to the corporation; and

• oversee the evaluation of the board and

management.

The Canadian Securities Administrators recom-

mend board governance practices outlined inNational Policy 58-201, Corporate Governance

Guidelines (some of which are included inQuestion 1). These guidelines, however, do not set

out a specific role for the governance committee(apart from a description of the role and responsi-

bilities of a nominating committee).

A fundamental decision for each board to make,

therefore, concerns the role it wants its gover-nance committee to take. Is it the traditional role

of a nominating committee, to focus on ensuringcompliance with listing regulations and other

rules, to act proactively on activities to build theboard’s effectiveness and maximize its value,

to help the board build an effective working

relationship with management and stakeholders,or a combination of these responsibilities? If the

board decides not to allocate any of the aboveresponsibilities to its governance committee, it

must determine how those tasks will be handled,

whether by other committees or by the board asa whole.

The choices the board makes should reflect its

own objectives and circumstances, and thoseof the organization. Many of the responsibilities

outlined above are discussed in greater detailin this publication. Those discussions may be of

assistance to boards in determining how they will

allocate these tasks.


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Part B: Building aneffective governance

committee

Governance committees today are under increas-

ing scrutiny amid growing expectations for thecommittee’s performance.

As with the board and its other committees,

one of the most important determinants of thegovernance committee’s success is the quality

of its members.

4. What skill sets does the governance

committee require?

Members of the governance committee require all

of the skills and attributes of every good director:high professional integrity and ethical standards,

a well grounded understanding of the business, amotivation to serve the interests of the organiza-

tion, independence of mind and a willingness to

devote the time and energy required of the role.

Governance committee members should also

strive to maintain a collective, up-to-date

understanding of the governance expectationsof the market, regulators and other stakehold-

ers; an awareness of key governance issues andtrends, particularly in the organization’s industry;

and experience in working with boards and

management.

In addition, important attributes for individualmembers of the committee include:

• A governance mindset and an ability to make

governance relevant to the business. An

interest in the concepts of governance and

the ability to translate an understanding ofthe board’s role vis-à-vis owners and manage-

ment into practical measures that assist theboard in executing its mandate and changing

possible perceptions that good governanceprocesses come at the expense of business.

• A passion to shape the board’s philosophy

and behaviour. The conviction to combinesound judgement with the courage and

willingness to shape the board’s philosophy

and behaviour.

• A respect for external perspectives. Anappreciation and understanding of sharehold-

ers’ and other stakeholders’ interests andtheir implications for the organization (see

Question 17).

• Tactful, persuasive communication. Theability to discuss board service and perfor-

mance issues in a respectful way with otherdirectors, which may include counselling

colleagues on and off the board.

FOR MORE INFORMATION, SEE THE

CICA PUBLICATION 20 QUESTIONS

DIRECTORS SHOULD ASK ABOUT

BUILDING A BOARD

5. Who should sit on the governance

committee?

There are different strategies for staffing the

governance committee. Some boards, forexample, ask their newest members to sit on

the governance committee since that gives thema good perspective for learning about the board

and the way it operates, and about the organiza-

tion and its needs.

An important consideration when selecting mem-bers of the governance committee is the commit-

tee’s mandate. For example, some boards givetheir governance committee the responsibility for

coordinating the board’s agenda and activitiesso the board manages its affairs efficiently and

productively. Given this mandate, having the

chairs of the board’s other standing committeessit on the governance committee provides them a

forum for considering the full governance pictureand planning the board’s workload and delibera-

tions. Governance committees with this mandate,

however, must take care that their coordinatingactivities do not render them de facto executive

committees.

Since one of the governance committee’s keyresponsibilities is the nomination of new directors,

many governance committees are composedsolely of independent directors. A notable

exception is in controlled companies where the

controlling shareholder often sits on, or names adesignate to sit on, the governance committee.

In all types of organizations, there are benefitsto inviting the CEO or another related director to


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attend portions of the governance committee’smeetings to enhance the committee’s under-

standing of the organization and its needs.

A key consideration when selecting members ofthe governance committee is the skills, interests

and expertise of each director. Committeemembers should have a keen interest in the

committee’s mandate and be able to work col-

laboratively with the committee chair to helpimprove the board’s effectiveness. (See Question 4

for a further discussion of the attributes of a goodgovernance committee member.)

6. Who should chair the governance

committee?

Identifying the right person to chair the gover-nance committee is an important determinant of

the committee’s success.

Just as different boards follow different strategies

for staffing their governance committees, differ-

ent strategies and practices are pursued whenchoosing the governance committee chair. There

are, however, some emerging practices for select-ing the governance committee chair that are

consistent with the committee’s expanding role.

One of these practices is to require that anindependent director chair the governance

committee. This is particularly important if related

directors sit on the committee; an independentchair helps the committee maintain an appropri-

ate level of independence, particularly withrespect to the nomination of new directors.

Because of the significant workloads of the

governance committee and the board, and some

boards’ desire to have the governance committeeserve as a “check and balance” on the power

of the board chair, an increasingly commonpractice is for the governance committee to be

chaired by someone other than the board chair.

Separating the roles of the board and governancecommittee chairs allows the board to appoint a

director whose passion is to focus specifically onthe committee’s mandate, particularly given the

increasingly specialized expertise required of the

committee and its members. For this arrange-ment to be effective, however, the roles of the

board and governance committee chairs must beclearly differentiated in order to reduce potential

conflicts. As well, the two chairs must be able towork cooperatively and manage their relationship

to the board’s advantage. (See the discussion inQuestion 12 regarding the relationship betweenthe board chair and governance committee chair.)

In some instances, however, it may be preferable

to have the same individual chair both the boardand the governance committee. This is often the

case with crown corporations, many of which

do not control their own director nominationprocess. Having the same individual in both

roles helps focus the board’s relationship withthe Minister and avoids confusion that may arise

when two individuals advocate to the governmenton the board’s behalf.


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Part C: Composingthe board

The responsibility for recommending new direc-tors to the board remains one of the governance

committee’s primary roles. It is also one of themost significant ways the committee has to

enhance the board’s effectiveness in providing

strategic value to management and oversightof risks to the organization.

Without the right people on the board,

even the best structures and processeswon’t guarantee the right decisions.

7. What is the governance committee’s role

in building an effective board?

The governance committee plays a central role in

building and managing the board’s effectiveness

through its responsibility for attracting, evaluat-ing, developing and retiring directors.

Organizations and their needs change over time.

The governance committee should develop astrategy to anticipate these changes and manage

and adjust the board’s composition as necessary

so the board continues to have the collectiveexpertise and chemistry it requires to carry out

its responsibilities effectively.

To build its board composition strategy, thegovernance committee needs to confirm:

• the board’s role in strategy and risk oversightfor the organization;

• the aggregate expertise and knowledge

required of the board;

• the skills, competencies, expertise and

relationships required of individual directors,and the board’s priorities regarding those

skills and the trade-offs among them;

• the frequency for reviewing board composi-tion, and

• the frequency of director turnover as

an opportunity to adjust the board’scomposition.

The board composition strategy should reflect

the board’s role within the context of:

• the organization’s purpose and goals,

• the organization’s business strategies, and

• management’s capabilities and relationships.

A board composition strategy provides the gover-nance committee with a framework for translating

the organization’s needs into the board’s require-

ments, and then into director attributes. With thisframework, the committee can guide action in

four key areas that build a better board:

a. Director recruitment/selection

(Question 8)

b. Director succession/retirement(Questions 9, 10)

c. Director education/development

(Questions 11, 12)

d. Board evaluation/director feedback(Question 13)

Although the creation of a board composition

strategy may at first appear challenging, mostboards have many of its components already in

place. The purpose of the strategy is to integratethese components within the context of the

board’s own dynamics and the desired organiza-

tional outcomes (as illustrated in the diagram onthe next page).


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Crown corporations

For many crown corporations, the pro-

cess for recruiting and removing directors

differs from that of public corporations.In most cases, the board has little influ-ence over the government’s decisions ondirector tenure. Nonetheless, the board

chair should communicate with the gov-ernment to ascertain its priorities and

thus anticipate decisions that will affectthe board’s mandate and membership. A

proactive board may gain further credibil-ity — and hence additional influence — withthe government by setting out the specif-

ic skills and experience the board needs,

in light of the organization’s mandate, toprovide good governance. The board mayalso provide names of potential directors

who meet these criteria, with the under-standing that the government will add therequisite political dimension when making

the appointment decision.

8. How can the governance committee

assess potential directors?

The governance committee’s first and best

opportunity to build board effectiveness isthrough the nomination of high quality directors.

For this reason, the committee should establish a

robust nomination process for assessing potentialdirectors and ensuring that they have the appro-

priate attributes that will enhance the board’sability to carry out its responsibilities.

In developing its nomination process, the gover-

nance committee should:

• Adopt a strategic perspective. The nomina-tion criteria should be based on the board’s

mandate, its current and anticipated needsand the organization’s strategy and objectives.

• Seek input from stakeholders. Conferringwith current and past directors, the CEO andother stakeholders can help to fine-tune the

nomination criteria and better ensure thatthey are relevant to the organization.

• Assess the board’s current skills and exper-

tise. A solid understanding of the knowledge,expertise and strengths of current board

members can be used to identify any skill

gaps to be filled by future directors. A skills

• Purposeand goals

• Strategy (opportunityand challenge)

• Managementcapability

• Capital(financial health)

• People (qualityof human capital)

• Products (fit withinthe market)

Director education/ Development

Balance the board’s humancapital to create a healthypsychological architecture

BOARD DYNAMICS

Articulate the board’sgovernance value

proposition

ORGANIZATIONAL CONTEXT

Create metrics to monitorthe board’s impact

on performance

ORGANIZATIONAL OUTCOMES

Director succession/ Retirement

Board evaluation/ Director feedback

Director recruitment/ Selection

4 parts

of board

composition

management


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matrix, often used to guide the committee innominating new directors, can also be used

in planning development activities for currentdirectors (see Question 11).

• Define and prioritize the nomination cri-

teria. The committee needs to identify theattributes, competencies, experiences and

relationships desired from new directors.These objectives can be grouped and ranked

in order of importance based on the organi-

zation’s needs and any gaps in relation to thecharacteristics of current directors. This pro-

cess provides the governance committee witha helpful tool for assessing and comparing

nominees. The committee should also con-sider the combination of criteria that would

represent the best fit for the board should it

be necessary to trade one off against another.(Examples of nomination criteria include

business and organizational experience,functional expertise, business knowledge,

interpersonal and team skills, availability and

motivation and human diversity.)

• Undertake a robust search. To help facilitate

the search process, many governance com-

mittees maintain “evergreen” lists of potentialdirector nominees. Executive search consul-

tants can also help in identifying and pre-screening potential candidates, and may help

in identifying candidates from under-tappedtalent pools who would create or sustain

diversity on the board and bring differentperspectives to its deliberations.

• Assess potential directors. Candidates

should be evaluated against the ranked list

of attributes, competencies, experiences andrelationships.

• Recommend to the board qualified candi-

dates for formal nomination.

9. How long should directors serve on

the board or a committee?

Ideally, directors should serve on the board or a

committee for as long as they have the interestand motivation to do so and are contributingvalue. In practice, however, a planned approach

is usually required to manage board and com-mittee tenure in a way that optimizes the board’s

talent and helps ensure that the directors’

collective skills and expertise are relevant tothe organization and its evolving needs.

In developing its approach to board and com-

mittee tenure, the governance committee could

apply a combination of the following factors.

PERFORMANCE EFFECTIVENESS

Since the needs of the board and committeeschange over time, individual directors may be

highly effective under some circumstances butnot others. A key criterion in determining a direc-

tor’s tenure, therefore, should be performance,

as determined through valid assessments ofboard and/or committee effectiveness and the

director’s own contribution. Performance shouldbe considered relative to the board’s or commit-

tee’s specific objectives, how well a director’s

attributes match those objectives and a targeted

competency development plan for directors.

ROTATION PLAN

Periodically changing the membership of the

board and its committees helps reinvigorate theboard and its committees by bringing in new

directors with fresh perspectives and new ideas.At the same time, however, the rotation plan

should ensure that enough directors remain on

the board or a committee to provide continuity.A planned rotation schedule can also support

succession planning by allowing directors totake on successive leadership roles.

DIRECTOR INTERESTS

Directors’ interests may change over time for

personal reasons or because changes in the

organization or operating environment createdifferent needs and priorities. Directors should

voluntarily step down from a committee or theboard if they are no longer sufficiently motivated

to fulfill the contribution expected of them.

TERM LENGTH

While term limits can be challenging, with com-plex implications, some boards do find it helpfulto set minimum and maximum terms of board

and committee membership.

A minimum tenure should provide directors withsufficient time to learn about the board and/or

committee mandate, the way it operates, and tobecome fully conversant in the specific fields of

expertise. Typically, directors require more time


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to become strong contributors when the board orcommittee mandate is more substantial and when

they serve on boards of more complex organiza-tions. Prior experience and orientation plans can

shorten a director’s learning period.

Maximum tenures (either term or age limits) areused by some boards as a non-judgemental way

to retire members and rotate memberships in

order to rejuvenate the board and its committees.Term maximums should reflect the fact that there

are benefits to continuity of board and committeememberships; directors who execute mandates

competently and have a historical perspective ofactivities and decisions can enhance the effective-

ness of the board or a committee. Directors who

remain too long on the board or a committee,however, run the risk of their skills becoming

obsolete. Holding onto a seat prevents the intro-duction of new members with new perspectives.

BOARD AND COMMITTEE CHAIRS

The tenure of the board and committee chairs

should be determined using the criteria listed

above.

In controlled companies, it is not unusualfor the controlling shareholder to sit on

the board and the governance or othercommittees and their tenure is often

lengthy. Extra care should be given, there-fore, to determining the tenure of otherdirectors since rejuvenation and new

thinking are important. It is also importantthat independent directors be of suffi-

cient stature to interact effectively withthe controlling shareholder.


assist directors in retiring from the

board?

At some point in every director’s career, the timeinevitably comes to step down from the board

or a committee. The transition of directors off

the board or a committee, therefore, should beviewed as a natural part of the board’s evolution.

Nevertheless, many directors are reluctant toleave a board position when the time comes

for them to do so, particularly if they feel it is

a judgement regarding their contribution.

With a well-managed succession process, step-

ping down from a board position should neitherbe surprising nor disrespectful to the individual

nor be disruptive to the board.

The governance committee should be responsiblefor managing the director succession process as

part of its overall board composition strategy (seeQuestion 7). A good time to begin the process of

transitioning a director off the board is the day

that director joins the board. Expectations shouldbe set at that time about how the director’s

tenure will be governed, such as a fixed term, aperformance review, the director’s own interests

or a combination of these factors (see the discus-

sion in Question 9).

To remind directors that the appropriate mix of

people and skills will change over time, the board

and governance committee should:

• Reinforce the performance mindset of direc-

tors. Hold periodic discussions with directors

about the changing needs of the board andthe organization, highlighting any gaps and

overlaps in the current membership.

• Remind directors that board service is

time-limited. Annually reviewing directors’

expected retirement dates with the boardreminds directors that all of them will eventu-

ally retire, gives each director and the boardtime to prepare for that director’s retirement,

and eliminates the inference that retirement

is only due to poor past contribution to theboard.

• Confirm with each director, via the board

chair, the expected time remaining in his or

her tenure. This should be discussed with

each director at the time he or she receivestheir annual performance feedback.

• Encourage directors to discuss their chang-

ing needs, interests and commitment. Directors whose interests have changed or

who no longer feel as motivated as they did inthe past should be encouraged to step down

from positions that no longer inspire them.

• Keep messages about tenure consistent. Thegovernance committee and the board chair

must work together to avoid delivering con-

tradictory messages to directors about theirtenure. When the time comes for a director to

leave the board, the board chair should leadthis discussion.


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• Ensure directors receive, via the board chair,

the full thanks of the board for their contri-

bution. Directors who leave the board shoulddo so feeling their past contributions to the

board are recognized and appreciated.

When board chairs retire

Directors concluding their tenure as

board chair pose a special challenge forthe governance committee. With their

knowledge of the board, management,stakeholders and the critical issues affect-

ing the organization, a past board chair’scontinued contribution as a director andpotential advisor to the new board chair

can be very valuable. On the other hand,

their past authority and influence withinthe board may make it difficult for them,other directors, and the new board chair

to function effectively.

The governance committee should rec-

ommend to the board a policy regard-ing the possible role of a past boardchair. Usually, retiring board chairs do

not remain on the board. If, however,the retiring board chair’s perspective is

considered to be vital to organizationalperformance, the governance committee

may recommend that a past board chairremain as a director or be retained in anadvisory capacity for a short term.

Part D: Enhancing theboard’s performance

effectiveness

Through the nominating process, the governance

committee gains useful knowledge about direc-tors and can use this knowledge to customize

approaches for developing directors’ skillsand expertise to further improve the board’s

performance.


assist in director development?

Organizations and their boards operate in anenvironment that changes frequently, challengingdirectors to adapt and grow in order to continue

contributing effectively. Nonetheless, the timeintended for directors’ development is often

sacrificed so the board can focus on current

issues.

The governance committee is ideally positionedto identify director development as a priority and

to take a lead role in planning, coordinating andinvesting in director development. Its responsibili-

ties may include recommending to the board the

objectives, means, evaluation criteria and budget

to provide the necessary development activitiesfor directors.

Over time, a holistic view should be taken tomonitor and address development needs and

priorities for individual directors, committeesand the board as a whole.

In addition, the expectation should be set that

directors’ development is an ongoing activity.All directors, not just new members of the board,

should participate in development opportunities

that include:

1. An initial board orientation

New directors become more effectivecontributors faster when they are providedwith opportunities to learn about the business

(its business model, competitive landscapeand regulatory environment), the organiza-

tion (its people, strategies and risks) and its

stakeholders and their interests. Arrangingsite visits and meetings with key execu-

tives and other stakeholders provides newdirectors with a first-hand understanding of


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14

A designated “point person” (such as the boardor governance committee chair, corporate sec-

retary or external consultant) often coordinatesthe collection of data and compilation of results.

Feedback intended for the board chair is typi-cally gathered and shared with the board chair

by the governance committee chair. If the board

and governance committee chairs are the sameperson, either another member of the governance

committee or the chair of another committeetakes on that responsibility.

With the board’s approval, the governance

committee should determine the resources andbudget required for an effective evaluation

process. Often, the corporate secretary may

provide valuable logistical support and anexternal consultant may provide expertise

and third-party objectivity.

To maximize the effectiveness of the evaluationand feedback process, the governance committee

should:

• Articulate the evaluation’s purpose and prin-

ciples. The purpose should be performance

improvement and its principles should includeconfidentiality of data and results, the time-

sensitive nature of the data, a developmental

focus in the use of data and a commitment totake action.

• Decide the scope of the process. Directors,

particularly the board and committee chairs,can be invited to share their experience and

interest in feedback in order to gauge theirappetite for evaluation. Most boards provide

feedback to the board as a whole and itscommittees. The next level of evaluation

typically provides individual performance

feedback to the board and committee chairs,individual directors and the CEO (in his or her

role as a director). The governance commit-tee should identify the specific performance

dimensions and topics to be probed in the

evaluation so the feedback provided todirectors is focused on what is most relevant

to them. The feedback process should also be

timed so the results can be used in the annualplanning process.

• Choose the sources of feedback. Asking indi-vidual directors to provide feedback allows

them to reflect on the value of their owncontribution and how it could be improved.

Executives who interact with directors can

offer a valuable management perspective

on board performance. Board advisors, suchas external counsel, the external auditor and

other consultants may offer professionalperspectives on board performance, including

comparisons to other boards.

• Decide how feedback will be obtained and

reported. Feedback can be obtained via

surveys, interviews and roundtable discus-sions, and findings reported through written

and oral presentations.

• Determine who will receive the feedback

reports. The governance committee can

receive and comment on a draft of thefeedback summaries. For transparency,

however, the full board should receive a final

report on the board, its committees andthe board chair. Feedback about individual

directors should only be seen by the directorin question and whomever else it was agreed

would see an individual director’s evaluation

at the outset of the process.

• Involve the board chair in individual feed-

back. The feedback process should be used

to enhance the relationship between directorsand the board chair. If the governance com-

mittee has been given the responsibility formanaging the evaluation process and the

information it collects, the committee shouldensure the board chair has the help he/she

requires to prepare for one-on-one feedback

discussions with each director.

• Act constructively on the feedback. Engaging

in board evaluation provides evidence that

directors take their duties seriously, par-ticularly when the board follows through by

using the feedback to refine its performance.Insights from the feedback should, therefore,

be integrated into the developmental activi-

ties of each director and translated into theaction plans for each committee and the

board. High priority objectives for perfor-mance improvement (see Question 11) may

be included in a subsequent evaluation todemonstrate accountability.




GOVERNANCE ASSESSMENTS


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15


An under-performing board chair

An under-performing board chair affects

the functioning and health of the board.The governance committee should provide

the board chair with feedback regardinghis or her performance against the expec-

tations set out in the chair’s mandate.If the board chair also chairs the gover-

nance committee, another committeemember or a chair of another committeeshould provide feedback to the board

chair (see Question 13).

15. Should the governance committee have

a role in chair succession?

The board’s authority gives it the right to appoint

its own leader. Given the powerful impact a boardchair can have on both the board and the organi-

zation, deciding who takes on this role may be the

most important decision a board can make.

When choosing a new chair or reconfirming an

existing one, boards must balance the benefits

of leadership continuity with revitalization. Thegovernance committee can help the board man-

age this challenge by seeing that the board putsin place a sound process for board chair succes-

sion. Such a process helps focus the board on itsleadership needs and the qualities of individualcandidates. By introducing clarity as to how the

process works and operating with transparency,the governance committee can increase the trust

and the legitimacy of the outcome.

To support the board in choosing its leader, thegovernance committee should recommend for

the board’s approval:

• A board chair mandate that accuratelyreflects the demands of the role and specifies

the anticipated tenure (reappointment to the

role should be confirmed by the board upon

recommendation by the governance commit-tee, itself based on board chair evaluation);

• A governance committee mandate that

includes responsibility for managing the

board chair succession process; and

• A board chair succession process.

14. What should the governance committee

do if a director is not performing or

not interacting effectively with other

directors?

A director who is not performing or not interact-

ing effectively with other directors is one of themost difficult challenges a board may have to

address. Boards are close-knit teams that rely

on collegiality to function well, which makesit difficult to give a negative assessment to a

colleague, particularly when the individual iswell known, long serving and has a history of

good performance.

Despite the care taken to recruit, evaluate and

develop successful directors, situations will arisewhen a director’s performance does not meet

expectations.

The governance committee has a responsibilityfor recognizing and working with the board chair

to resolve director non-performance. Typically,it is the board chair who communicates directly

with the individual to address issues of director

non-performance. The governance committee’srole is to help the chair assess all directors’ behav-

iour in a consistent and fair manner by ensuringthat their performance is evaluated against the

specific and documented expectations that werecreated when the directors joined the board

(these expectations may have been refined

through board evaluation feedback as discussedin Question 13). The evaluation and assessment

process will have additional credibility whenit evaluates performance against established

criteria, provides independent verification of

the feedback and offers developmental supportto an under-performing director.

Communications about a performance issue

should be delivered to the director in a profes-sional manner and followed up with an action plan

for improvement, if appropriate, based on inputfrom the governance committee, the board chair

and the director involved. On an agreed-upon

schedule, specific feedback should be providedto the director arising from the action plan.

In some cases, a board chair and director may

conclude on a mutual basis that the best courseof action is resignation. In less urgent cases of

unresolved under-performance, the governancecommittee may simply not nominate a director

for re-election.


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16

For the board chair selection process to besuccessful, it must be seen to be fair. This can

be better achieved when the expectations andprocesses are set in advance, consistently applied

and transparent.

The governance committee’s role in overseeingthe chair succession process should include:

• evaluating the board chair’s performance

annually;

• discussing the expectations of the board

chair annually with the board to create a

shared understanding of what is required forthe chair’s effectiveness (these discussions

may be led by the governance committeechair and are typically conducted without

the board chair present);

• reminding directors of the board’s policy onchair succession and the specific performance

expectations of the board chair, as defined inthe board chair mandate;

• facilitating a discussion between a depart-

ing chair and the board to offer a realisticoverview of the time and activities involved in

the position;

• canvassing the board to identify directorsinterested in assuming the role;

• recusing a member of the governance com-

mittee from overseeing this process if theyare a candidate or delegating the responsibil-

ity to a set of other disinterested directors;

• creating an opportunity for candidates toaddress and be questioned by the board; and

• seeking a consensus decision from the board

(absent the candidates and current boardchair) or holding a vote in the absence of

consensus.

The governance committee can prepare a poolof candidates for board leadership by:

• recruiting people to the board who have

the potential to fill the role of chair (seeQuestion 8);

• planning the movement of directors amongboard leadership positions to give exposure

to potential board chairs (see Question 7);

• refining director competencies througha director development process (see

Question 11); and

• evaluating director performance, includingboard leadership qualities, and providing

developmental feedback to directors whoaspire to board leadership (see Question 13).

A well-planned and executed board chair succes-

sion process increases the chance of selectingsomeone who is suited to the organization’s

unique governance demands and matches the

stature of the office.


the board keep its mandates, policies and

practices up-to-date?

The board expresses its expectations, commit-

ments and values through its mandates, policies

and practices. As organizations grow and as legaland regulatory contexts change and new stake-holder interests are asserted, these mandates,

processes and practices must keep pace with

and, even better, anticipate the changing circum-stances (see Section E).

The governance committee has an important role

to assist the board in fine-tuning its mandates,policies and practices to ensure they fully comply

with existing laws and regulations and help tomaximize the board’s effectiveness. This role may

include:

• reviewing board and committee mandates,

policies and practices to ensure they are com-prehensive in covering the board’s mandate,

are in accordance with the board’s gover-nance philosophy, are internally consistent

and reflect the scope of what they actually do;

• monitoring the development of new or

changing governance practices, including

changes in the organization, its businessand industry; stakeholder expectations; best

practices; and new legislation, regulations andstock exchange listing requirements in order

to keep the board’s mandates “performance-

relevant”; and

•

working with the board chair and other com-mittee chairs to create an annual calendar tocoordinate work on critical issues brought

forward under these mandates, policies and

processes.


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18

18. What is the governance committee’s role

in CEO succession?

Although one of the board’s most important

responsibilities is to appoint the CEO, fewdirectors believe their board does a good job atmanaging CEO succession. Today, some gover-

nance committees are helping their boards adopta more disciplined approach to CEO succession

planning.

An important first step is for the board to embedthe responsibility for CEO succession within

a specific committee mandate. A review of

committee mandates and membership helps toidentify the appropriate committee. Many boards

delegate the responsibility for CEO successionto a human resource-focused committee or the

governance committee.

Even when responsibility for the CEO succession

process is assigned to a specific committee, thefull board should undertake a structured CEO

succession planning discussion at least annually.This attention by the board helps to reduce the

risk of leadership discontinuity and increases thebenefits of executive leadership development

planning.1

To further strengthen their CEO succession plan-

ning processes, the governance committee canhelp the board to:

• set the clear expectation that CEO successionis a full board responsibility (and is not to

be left entirely to management or a specific

committee);

• evaluate the current succession process, both

on paper and in practice;

• find opportunities to observe CEO successioncandidates and judge their performance;

• nominate directors who have an interest in

leadership development or expertise in talentdevelopment;

• commit adequate resources to support the

board’s succession efforts;

• review periodically the talent outside of the

organization to help ensure that the board’s

choices are made in the context of the bestavailable talent;

1 This is generally true in the context of public and private

boards. Boards of crown corporations or controlled compa-

nies may be constrained in CEO succession decisions; even in

these circumstances, a sound succession process may yield

helpful suggestions to decision-makers.

• involve the CEO in the process and encouragethe CEO to drive succession planning and

leadership capacity building throughout theorganization; and

• encourage dialogue between the board chair

and CEO so they work collaboratively toshape the CEO’s legacy and contributions

to the organization.




CEO SUCCESSION

19. What role can the governance committeeplay in preparing for a crisis?

No matter how diligently they work to identifyand mitigate potential risks, boards and organiza-

tions may still encounter sudden and unexpected

crises. For this reason, organizations shouldhave an up-to-date crisis management plan that

outlines how they will respond to a crisis, includ-ing identifying individuals on the board and in

management who will play key roles in managing

the crisis and speaking for the organization. Theboard itself must know when and how to act in

the uncertainty of a crisis.

Management is responsible for developing theorganization’s crisis management plan; the

board’s responsibility is to see that such a planis in place. Although the governance committee

is not the crisis management committee of the

board, from its responsibilities for nominating andevaluating the board, the committee is in a unique

position to know the skills and competencies ofboard members that may need to be drawn upon

in the event of a crisis. It can also help to ensure

there is clarity about where responsibility falls forcrisis preparation or in the event of a crisis.

Governance committees that adopt a forward-

looking stance to monitor emerging issues canprovide their boards with early warning of issues

the board may face and help the board preparefor sudden events, such as the loss of the CEO,

a corporate takeover or a shareholder revolt.

In the event of an actual crisis, the governance

committee can advise the board chair about:

• the directors whose skills, experience or

relationships are relevant to the situation;


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19


To help the board anticipate director compensa-tion trends and build legitimacy into director pay

decisions, the governance committee should:

•

articulate a philosophy of director pay (e.g.,uniform base amount for all directors with

additional pay for board and committeechairs);

• consider the criteria and forms of payment,

including determining methods of pay thatensure directors’ independence of manage-

ment (e.g., cash or equity, not options orequity grants based on performance vesting);

• undertake comparative studies of director

pay at similar organizations; and

• test pay philosophies and decisions with

major shareholders to gain an owner

perspective.




DIRECTOR COMPENSATION

Conclusion

The responsibilities of the governance commit-tee have grown considerably over the past two

decades and the committee’s role continues toevolve in response to the changing expectations

of stakeholders and developments affecting

boards and organizations. The value of thegovernance committee can be realized in the

way it helps the board define its mandate, how itconstitutes itself, how it acts to shape the board’s

composition and seeks to enhance the board’s

functioning, and how it adapts to evolving rolesthat may help the board to perform more effec-

tively. As with the board as a whole and its othercommittees, the governance committee is most

effective and contributes meaningfully when itsmandate is tailored to the needs of the board and

the organization and the committee is populated

with directors with the best skills, expertise andenthusiasm to execute that mandate.

• the contingency plans that exist and maybe relied upon; and

• the approaches to the crisis that would con-

stitute good governance and be consistentwith regulatory requirements and the board’s

own ethical standards.




CRISIS MANAGEMENT


the board in deciding directors’ pay?

Boards spend a considerable amount of timedeciding executive compensation but give much

less attention to director compensation. With theincreasing attention shareholders are devoting

to executive compensation and their growing

expectations for board effectiveness, director paymay soon come into the shareholder spotlight.

Directors face growing time pressures and

increasing public scrutiny, and director pay hasrisen as a result. Despite that, many directors

believe that their pay does not match the level

of effort, value and reputational liability inherentin their role. Although directors determine how

much they will be paid for their board service,most are highly aware of conflicts of interest

and, therefore, avoid the attention and possiblecriticism associated with significant pay increases.

Traditionally, the board’s human resource or

compensation committee had responsibility for

director compensation since their focus is primar-ily on human resource and compensation issues.

Today, however, many boards consider delegatingthe responsibility for overseeing director com-

pensation to the governance committee for twomain reasons:

• to avoid the perception of conflict that may

arise when the same people set executiveperformance benchmarks and related execu-

tive pay and then set their own pay (particu-

larly if options are involved); and

• to integrate director pay into the holistic man-

date that is focused on board effectiveness

and is responsible for director recruitment,nomination and evaluation.


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20

Where to find moreinformation

CICA PUBLICATIONSON GOVERNANCE*

THE DIRECTOR SERIES

THE 20 QUESTIONS SERIES

20 Questions Directors and Audit Committees

Should Ask about IFRS Conversions20 Questions Directors Should Ask aboutBuilding a Board

20 Questions Directors Should Ask about CEOSuccession

20 Questions Directors Should Ask about Codes

of Conduct

20 Questions Directors Should Ask about CrisisManagement

20 Questions Directors Should Ask about CrownCorporation Governance

20 Questions Directors Should Ask about

Director Compensation

20 Questions Directors Should Ask aboutDirectors’ and Officers’ Liability Indemnification

and Insurance


Executive Compensation

20 Questions Directors Should Ask aboutGovernance Assessments

20 Questions Directors Should Ask about Internal

Audit (2nd ed)

20 Questions Directors Should Ask about IT


Management’s Discussion and Analysis (2nd ed)

20 Questions Directors Should Ask aboutResponding to Allegations of Corporate

Wrongdoing

20 Questions Directors Should Ask about Risk

(2nd ed)

20 Questions Directors Should Ask about theRole of the Human Resources and Compensation

Committee

20 Questions Directors Should Ask about theirRole in Pension Governance

20 Questions Directors Should Ask about Special

Committees20 Questions Directors Should Ask about

Strategy (2nd ed)

DIRECTOR BRIEFINGS

Climate Change Briefing — Questions for Directorsto Ask

Long-term Performance Briefing — Questions for

Directors to Ask

Controlled Companies — Questions for Directors

to Ask

DIRECTOR ALERTS

Executive Compensation Disclosure — questionsdirectors should ask

Fraud Risk in Difficult Economic Times —

questions for directors to ask

Human Resource and Compensation Issues dur-ing the Financial Crisis — questions for directors

to ask

The ABCP Liquidity Crunch — questions directors

should ask

The Global Financial Meltdown — questions

for directors to ask

THE NOT-FOR-PROFITDIRECTORS SERIES

NPO 20 QUESTIONS SERIES

20 Questions Directors of Not-for-profit

Organizations Should Ask about BoardRecruitment, Development and Assessment


Organizations Should Ask about Fiduciary Duty


Organizations Should Ask about Governance

20 Questions Directors of Not-for-profitOrganizations Should Ask about Risk


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21


20 Questions Directors of Not-for-profitOrganizations Should Ask about Strategy

and Planning

Liability Indemnification and Insurance forDirectors of Not-for-Profit Organizations

NPO DIRECTOR ALERTS

Increasing public scrutiny of not-for-profitorganizations: questions for directors to ask

Pandemic Preparation and Response — questions

for directors to ask

THE CFO SERIES*

Deciding to Go Public: What CFOs Need to Know

Financial Aspects of Governance: What Boards

Should Expect from CFOs

How CFOs are Adapting to Today’s Realities

IFRS Conversions: What CFOs Need to Know

and Do

Risk Management: What Boards Should Expectfrom CFOs

Strategic Planning: What Boards Should Expect

from CFOs

THE CONTROL ENVIRONMENTSERIES

CEO and CFO Certification: ImprovingTransparency and Accountability

Internal Control: The Next Wave of Certification.

Helping Smaller Public Companies withCertification and Disclosure about Design

of Internal Control over Financial Reporting

Internal Control 2006: The Next Wave ofCertification — Guidance for Directors

Internal Control 2006: The Next Wave ofCertification — Guidance for Management

Understanding Disclosure Controls and

Procedures: Helping CEOs and CFOs Respondto the Need for Better Disclosure

OTHER REFERENCES

ON GOVERNANCE EVOLUTIONAnderson, D.W., Melanson, S.J., & Maly, J. (2007).

The evolution of corporate governance: Powerredistribution brings boards to life. CorporateGovernance: An International Review, 15 (5),

780-797.

Anderson, D.W., Maly, J., & Melanson, S.J. (2008).

Directors, executives and investors are refashion-ing governance: Practical research tracks gover-

nance evolution, ICD Director, 138 (June), 28-32.

ON THE VALUE OF THE GOVERNANCE

COMMITTEE

National Association of Corporate Directors

(2007). Report of the NACD Blue RibbonCommission — The Governance Committee:

Driving board performance; Best practices

and key resources. NACD: Washington, D.C.

Anderson, D.W. (2007). The board’s hidden

performance catalyst: Governance committees

come of age. ICD Director, 130 (February), 13-14.

ON BOARD EVALUATION

Anderson, D.W. (2007). How well is your board

performing? Your executives may have some

(surprising) answers. ICD Director, 134 (October),18-21.

Anderson, D.W. (2006). Board evaluation is not

just for directors. ICD Director, 128 (October),21-22.

Anderson, D.W. (2006). Directors embraceevaluation for performance not compliance.

ICD Director, 127 (August), 23-26.

Anderson, D.W. (2006). Board evaluation: Use itto develop strength. Directorship, June, 21-22.

Anderson, D.W. (2006). Board evaluation: An

instrument of accountability and a tool for

performance improvement. Partners Magazine:Italian Chamber of Commerce, Spring, 16-17.


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ON THE ROLE OF THE BOARD CHAIR

Anderson, D.W. (2008). Board chair succession:

Choosy boards select better chairs. ICD Director,

137 (February), 22-24.Anderson, D.W. (2008). First among equals: The

under-appreciated significance of the BoardChair, ICD Director, 136 (February), 22-23.

Anderson, D.W. (2006). The Chair and CEO: Two

leaders, one vision? ICD Director, 126 (June),28-30.

ON CEO SUCCESSION

Anderson, D.W., (2007). Do you know your next

CEO? What directors can do to succeed at suc-cession. ICD Director, 135 (December), 24-28.

ON RENEWING BOARD MEMBERSHIP

Anderson, D.W. (2007). Building a better board:

Building directorship by design, ICD Director, 133

(August), 20-22.

Anderson, D.W. (2009). Are term limits a sign of

a board’s performance failure? ICD Director, 145

(August), 28-32.

ON SHAREHOLDER AND STAKEHOLDER

RELATIONS

Anderson, D.W. (2008). Are you listening to your

owners? Directors must step up their game, once

again. ICD Director, 139 (August), 22-25.

Anderson, D.W. (2008). Finding value in cor-

porate social responsibility: Is it time for CSR

to come out of the closet? ICD Director, 140

(October), 26-29.

*Available at www.rogb.ca


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About the Author

David Anderson

David Anderson is President of

The Anderson Governance Group

(www.taggra.com), an independent

advisory firm dedicated to assisting

boards and management teams

enhance leadership performance.

He advises directors, executives,

investors and regulators based on his

international research and practice.

David speaks and writes on leadership in governance

and management, including regular columns in Canada

(Director ), the UK (Chartered Secretary ), and the US

(www.directorship.com). He has published scholarly

articles in Corporate Governance: An International

Review, Journal of Managerial Psychology , andLeadership Quarterly . David served as Special Advisor

to the NACD Blue Ribbon Commission on Board

Evaluation in 2001 and to five subsequent Commissions.

David holds a PhD in Industrial and Organizational

Psychology from The University of Western Ontario,

where he instructed Organizational Behaviour, an

MBA from The University of Toronto and the ICD.D

designation from the Institute of Corporate Directors

in Canada. David has also chaired two not-for-profit

organizations.


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277 WELLINGTON STREET WEST

Documents

20 Questions Directors Should Ask About Governance Committees